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LIVEKIT MODEL LICENSE AGREEMENT |
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1. Introduction |
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LiveKit Incorporated ("LiveKit") is making available its proprietary models for |
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use pursuant to the terms and conditions of this Agreement. As further |
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described below, you may use these LiveKit models freely but can only use them |
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together with the LiveKit Agents framework. You cannot use the LiveKit models |
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on a standalone basis or with any other frameworks. |
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BY CLICKING "I ACCEPT," OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING |
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OR USING THE LIVEKIT MATERIALS, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, |
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AND, AS A CONDITION TO YOUR USE OF THE LIVEKIT MATERIALS, YOU AGREE TO BE |
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BOUND BY, THE FOLLOWING TERMS AND CONDITIONS. |
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2. Definitions |
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"Agreement" means this LiveKit Model License Agreement. |
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"Documentation" means the specifications, manuals, and documentation |
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accompanying any LiveKit Model and distributed by LiveKit. |
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"Licensee" or "you" means the individual or entity agreeing to be bound by |
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this Agreement. |
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"LiveKit Agents" means the proprietary LiveKit software framework for building |
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real-time multimodal AI applications with programmable backend participants. |
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"LiveKit Materials" means, collectively, the LiveKit Models and Documentation. |
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"LiveKit Model" means any of LiveKit's proprietary software models or |
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algorithms, including machine-learning software code, model weights, |
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inference-enabling software code, training-enabling software code, and |
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fine-tuning enabling software code. Any derivative works of a LiveKit Model, |
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whether developed by LiveKit, you, or any third party, will be deemed the |
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"LiveKit Model" for the purposes of this Agreement. |
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3. License Rights |
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Right to Use LiveKit Materials. Subject to the terms and conditions of this |
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Agreement, including the requirements of Section 3.b, LiveKit grants you a |
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nonexclusive, nontransferable, worldwide, royalty-free license under LiveKit's |
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intellectual property rights to use, reproduce, distribute, copy, and create |
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derivative works of the LiveKit Materials. |
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Limitation on Use. As a condition to your use of the LiveKit Materials, you |
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agree: (i) not to use any LiveKit Models on a standalone basis or with any |
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frameworks other than LiveKit Agents |
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any output from, or results of using, LiveKit Models (including any derivative |
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works thereof) to improve or otherwise develop any other models that are not |
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LiveKit Models |
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Materials (including any derivative works thereof) except (x) pursuant to the |
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terms of this Agreement, and (y) you reproduce the above copyright notice. |
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4. Intellectual Property |
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The LiveKit Materials are owned by LiveKit and its licensors. Except for the |
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rights granted to you under this Agreement, all rights are reserved and no |
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other express or implied rights are granted. |
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You will own any derivative works that you created from the LiveKit Materials, |
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subject to the terms of this Agreement. |
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5. Disclaimer |
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UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, LIVEKIT PROVIDES |
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THE LIVEKIT MATERIALS, AND ANY OUTPUT OR RESULTS THEREFROM, ON AN "AS IS" |
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BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, |
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INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, |
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NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU |
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ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING OR |
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REDISTRIBUTING THE LIVEKIT MATERIALS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR |
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USE OF THE LIVEKIT MATERIALS AND ANY OUTPUT AND RESULTS. |
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6. Limitation of Liability |
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IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), |
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CONTRACT, OR OTHERWISE, UNLESS REQUIRED BY APPLICABLE LAW (SUCH AS DELIBERATE |
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AND GROSSLY NEGLIGENT ACTS) OR AGREED TO IN WRITING, WILL LIVEKIT BE LIABLE TO |
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YOU FOR INDIRECT DAMAGES, INCLUDING ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL |
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DAMAGES OF ANY CHARACTER ARISING AS A RESULT OF THIS AGREEMENT OR OUT OF THE |
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USE OR INABILITY TO USE THE LIVEKIT MATERIALS OR ANY OUTPUT OR RESULTS |
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THEREFROM (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF GOODWILL, WORK |
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STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL |
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DAMAGES OR LOSSES), EVEN IF LIVEKIT HAS BEEN ADVISED OF THE POSSIBILITY OF |
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SUCH DAMAGES. |
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7. Trademarks |
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This Agreement does not grant permission to use the trade names, trademarks, |
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service marks, or product names of LiveKit, except as required for reasonable |
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and customary use in describing the origin of the LiveKit Materials. |
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8. Term and Termination |
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The term of this Agreement commences upon your acceptance of this Agreement |
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and continues in effect until you cease using the LiveKit Materials or it is |
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terminated by either party (on immediate written notice to the other party). |
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This Agreement will automatically terminate if you breach any of its terms. |
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Upon termination, you must immediately cease all use of the LiveKit Materials. |
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Sections 4, 5, 6, and 9 will survive termination. |
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9. Governing Law and Venue |
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This Agreement is subject to the laws of the State of California, without |
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regard to its conflict of laws principles. The UN Convention on Contracts for |
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the International Sale of Goods does not apply to this Agreement. The courts |
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located in San Francisco, California, have exclusive jurisdiction for any |
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dispute arising out of this Agreement. |
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Last Updated: November 25, 2024 |
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